Maxine Waters

Ms. WATERS

Ms. WATERS. Madam Speaker, may I inquire as to how much time is remaining.

Ms. WATERS. Mr. Speaker, I yield 1 minute to the gentlewoman from Illinois (Ms. Underwood).

Ms. WATERS. Madam Speaker, I yield myself the balance of my time. Madam Speaker, this bill provides urgently needed investor protections by requiring the Securities and Exchange Commission to adopt clear, consistent standards for ESG metrics. Without the information requirements in this bill, investors are left with inconsistent information across companies and are ultimately unable to fully assess their investment decisions. Investors deserve to know the risks they are exposed to with relation to climate change, political expenditures, and other important factors. We must make this right and take action to bring accountability to public companies. Some or all of the provisions of this package have been supported by Public Citizen, AFL-CIO, SEIU, California Public Employees' Retirement System, Americans for Financial Reform, Council of Institutional Investors, United Nations Principles for Responsible Investment, Americans for Tax Fairness, North American Securities Administrators Association, FACT Coalition, Oxfam America, Ceres, and Sierra Club, among others. For years, investors and market participants have been demanding more and better disclosures regarding ESG matters, which research shows can have significant impacts on the short- and long-term values of companies. For example, a report issued by the BlackRock Investment Institute found that companies that score high on ESG measures are better able to adapt to environmental and societal changes, use resources more efficiently, have more productive employees, and tend to face lower risk of reputational damage and regulatory action. Matters related to climate risk, the ways companies invest in their workers and further diversity, spend their cash on political expenditures, their global human rights records, their tax avoidance strategies, and how they invest in crucial corporate infrastructure such as cybersecurity are all significant and material factors in companies' short- and long-term viability. Investors, who are the true owners of our Nation's public companies, recognize the importance of this information to their decisionmaking and have been demanding this information for years. For example, in 2018, a coalition of public pension funds asset managers and others representing over $5 trillion in assets petitioned the SEC for rulemaking on mandatory ESG disclosures. Over 2,300 investment managers, asset managers, and service providers representing over $80 trillion in assets under management have become signatories to the United Nations Principles for Responsible Investment, which commits to incorporating ESG factors into their investment decisions. A group of 35 institutional investors representing over $6.6 trillion in assets form the Human Capital Management Coalition has petitioned the SEC to adopt rules to require issuers to disclose information related to their human capital management policies, practices, and performance. When the SEC solicited comments on political spending disclosures in 2011, it received over one million comments; by far more comments than any other SEC rulemaking petition, and the vast majority of which were overwhelmingly favorable. Yet the SEC's efforts were stymied because the Senate minority leader has personally insisted on statutorily prohibiting the SEC from even studying the issue. However, we are currently without clear, consistent standards for this information to be disclosed. Investors will continue to be left in the dark. It is time we give investors and markets the information they have been demanding for so long. And let me be absolutely clear about who we are fighting for. The other side has taken up the issue, as it tends to want to protect these big public corporations from disclosures. It is for the American workers, the retirees, who worked their whole lives to save for retirement, for the public pension funds investing on behalf of our Nation's teachers and our firefighters, and other frontliners. We are fighting to ensure they have been given the tools they need to protect what they have worked so hard for, to achieve the American Dream. So I would urge all of my colleagues who are concerned about not only the retail investors, but concerned about the institutional investors who are responsible for these teachers and these firefighters and these others that I have alluded to, and their ability to feel safe and comfortable that decisions are being made that are in the best interest of the people who are invested in them. So I would ask for an ``aye'' vote on this very, very comprehensive and serious legislation. Madam Speaker, I yield back the balance of my time.

Ms. WATERS. Mr. Speaker, I include in the Record letters from California Public Employees' Retirement System, Public Citizen, the North American Securities Administrators Association, and Principles for Responsible Investment. California Public Employees' Retirement System, Executive Office, June 14, 2021. Subject: H.R. 1187, The Corporate Governance Improvement and Investor Protection Act. Hon. Nancy Pelosi Speaker, House of Representatives, Washington, DC. Hon. Kevin McCarthy, Minority Leader, House of Representatives, Washington, DC Dear Speaker Pelosi and Minority Leader McCarthy: On behalf of the California Public Employees' Retirement System, I write to express support for the overall direction of H.R. 1187, the ``Corporate Governance Improvement and Investor Protection Act,'' which would require public companies to disclose material information on the link between environmental, social, and governance (ESG) metrics and their long-term business strategy, as well as political expenditures, compensation practices, climate-related risk and tax expenditures, among other issues. This bill will improve and enhance corporate disclosures essential to maintaining the competitiveness of U.S. financial markets. As the largest public defined benefit pension fund in the United States, we manage approximately $465 billion in global assets on behalf of more than two million members. Our fiduciary duty requires that we take a long-term view in assessing whether the companies that we hold in our portfolio are effectively managed and able to provide the sustainable, risk-adjusted returns that allow us to meet our commitments to pay benefits earned by these dedicated active and retired public servants for decades to come. We fundamentally depend on the integrity and efficiency of financial markets to meet these commitments and rely upon financial reporting to provide transparent and relevant information about the economic performance, conditions, and operations of the companies in which we invest. We believe corporate disclosure of material financial information is a precondition to maintaining effective and consistent corporate accountability and sustainable economic growth. As the Securities and Exchange Commission (``SEC'') has said in the past: ``Only through the steady flow of timely, comprehensive, and accurate information can people make sound investment decisions. The result of this information flow is a far more active, efficient, and transparent capital market that facilitates the capital formation so important to our nation's economy.'' Critically, CalPERS and other pension funds are inhibited from adequately exercising their fiduciary duty without such disclosures. Disclosure of material financial information is necessary to close the information gap that occurs when management of a company is aware or should be aware of certain risks, yet such information is not available to shareowners. We believe H.R. 1187 will address critical areas in which more high-quality, consistent, and comparable disclosures by public issuers are necessary, and build a more robust reporting regime that enhances shareowner value over the long-term. We are pleased that the following measures, which CalPERS has been on the record in supporting, are included in the Corporate Governance Improvement and Investor Protection Act: H.R. 1187, the ESG Disclosure Simplification Act, which would, among other things, require issuers to disclose certain ESG metrics to shareholders, the connection between those metrics and the issuer's long-term business strategy, and the method by which the issuer determines how ESG metrics impact its long-term strategy. We believe the current quality and quantity of relevant ESG reporting does not meet investors' needs and support the SEC playing a prominent role in standardizing and assuring the accuracy of ESG data reporting, and that it is reflected in company financials. H.R. 1087, the Shareholder Political Transparency Act, which would require public companies to disclose detailed information about their political spending to the SEC and shareholders in specified quarterly and annual reports. The CalPERS Governance & Sustainability Principles call for responsible board oversight, including disclosures of corporate charitable and political activity to ensure alignment with business strategy and to protect assets on behalf of shareowners. As fiduciaries, we need to know how our capital is being used, including if and when political expenditures are made. SEC rulemaking would bring clarity and consistency in the format and scope of disclosures and provide a cost-effective alternative to private ordering. Furthermore, political expenditure disclosure is consistent with the SEC's requirement for public companies to disclose meaningful financial information and would encourage prudent use of corporate shareowner resources for political activities. H.R. 2570, the Climate Risk Disclosure Act, which would require public companies to report financial risks posed to them by climate change, the processes they use to identify those risks, and the actions they take to mitigate those risks. Our investment strategy is to make sure our portfolio is resilient to short-term and long-term risks, both of which include some dimension of climate change. We seek to find the investment opportunities that the energy transition brings, and to bring down emissions that contribute to global warming. We believe it is vital that companies identify, manage, and disclose material environmental risks and opportunities relevant to their short-term and long-term success. We support the establishment of a uniform reporting regime for climate change risk disclosures that would address key issues that impact shareowner value, including minimizing risk, maximizing returns, and ensuring accountability from all those involved. H.R. 3007, the Disclosure of Tax Havens and Offshoring Act, which would require public companies to annually disclose information on their subsidiaries and specified country-by- country financial information including total pre-tax profits, total amounts paid in State, Federal, and foreign taxes, employees, and tangible assets. As an investor in many of the largest public companies in the world, we are acutely aware of the complexities of international taxes, and the increasingly important role that taxes play in corporate profitability. However, current tax disclosures in the United States do not provide investors with sufficient tax-related information to adequately assess companies' valuations and risks. We believe increasing transparency and requiring the disclosure of overly aggressive international tax planning arrangements helps to reduce systemic risk that threatens global markets and ensure stronger long-term outcomes. In addition, we are supportive of including additional provisions in the Corporate Governance Improvement and Investor Protection Act, such as the following disclosures related to human capital management, board diversity, and cybersecurity: H.R. 3471, the Workforce Investment Disclosure Act, which would require public companies to disclose information about their Human Capital Management (HCM) policies, practices, and performance in their annual reports. CalPERS expects fair, accurate, and timely reporting on how companies identify and manage risks related to the three forms of capital: financial, physical, and human. The fact that there are few standards for measuring and reporting on human capital topics makes it difficult for investors to truly understand related risks and opportunities when assessing individual companies. We believe that rules-based disclosures with numeric metrics provide crucial information to long-term investors, like CalPERS, who are concerned about sustainability over time. We have made recommendations in our comment letter on the SEC's proposed rulemaking under Regulation S-K for metrics that should be disclosed by all registrants, including the number of full-time, part-time, and contingent workers; employee turnover rates; health and safety, employee engagement and diversity statistics. H.R. 1277, the Improving Corporate Governance Through Diversity Act, which would require public companies to annually disclose the voluntary, self-identified racial, ethnic, gender, and veteran status of their board of directors, nominees, and senior executives, and establishes an advisory group to recommend strategies to increase diversity in these leadership positions. We support initiatives that promote talent diversity--including a broad range of education, experience, thoughts, perspectives, and competencies--to help enable effective board leadership. We view board diversity in terms of skill sets, sex, age, nationality, race, sexual orientation, gender identity, disability, and historically underrepresented groups, and believe requiring public companies to annually disclose the self-identified racial, ethnic, gender, and veteran status of their board of directors, nominees, and senior executives is an important step toward challenging ``group think'' in corporate boardrooms and C-suites, which can severely limit companies' ability to innovate and effectively engage with shareowners and other stakeholders. H.R. __, the Cybersecurity Disclosure Act, which would require companies to disclose in their annual reports to the SEC, or in their annual proxy statements, whether any member of their board of directors, or similar governing body, has expertise or experience in cybersecurity and the nature of such expertise or experience. If there are no members of a company's governing body that have experience or expertise in cybersecurity, it would require the company to describe what other cybersecurity aspects were taken into account by persons responsible for identifying and evaluating nominees for the company's governing body. We believe requiring the disclosure of cybersecurity expertise--or lack thereof--on corporate boards will increase transparency for investors and help to ensure that public companies are appropriately prioritizing cybersecurity and data privacy matters. It represents a reasonable and timely response to the increasing prominence of cybersecurity threats in our financial markets and the broader economy. In sum, CalPERS believes that clear, consistent, and substantive disclosures of climate risk, charitable and political expenditures, human capital management, and board diversity are critical to the long-term success of capital markets and, more critically, of investors. Disclosures of such information will help investors allocate capital and exercise stewardship at companies to ensure long term sustainable value creation. Such disclosures will also encourage corporations to be more mindful of these risks that could impact their financial success over the long term, and will provide for greater transparency regarding cash flow, corporate expenditures, and public policy engagement. Thank you for considering our views. We look forward to working with Congress to advance initiatives that will improve corporate disclosures in both the public and private markets. Please do not hesitate to contact me directly, or your staff can contact Danny Brown, Chief of our Legislative Affairs Division, if we can be of any assistance as this measure proceeds. Sincerely, Marcie Frost, Chief Executive Officer.

Ms. WATERS. Mr. Speaker, I have no further speakers, and I am prepared to close. I reserve the balance of my time until the gentleman from Michigan yields back.

Ms. WATERS. Madam Speaker, I claim time in opposition to the amendment.

Ms. WATERS. Madam Speaker, pursuant to section 4 of House Resolution 473, I offer amendments en bloc.

Ms. WATERS. Madam Speaker, I strongly oppose Mr. Burgess' amendment. This amendment is interesting to me because Republicans have, without fail, consistently cited the materiality standard both here on the House floor and in the Financial Services Committee as a basis to oppose very important disclosures. Republicans have argued over and over again that we do not need to enact any new disclosures because companies are already required to disclose any and all material information. But, with this amendment, it seems their purported commitment to materiality has gone out the window so that they can bring attention to their massive tax cuts for the rich. In 2018, when the United States Government should have been focused on growing the real economy for American workers, the former President pushed forward the largest tax giveaway to our country's largest corporations and executives in history. This government handout provided corporations and executives with $2 trillion in tax cuts and giveaways, saddling the United States Government with debt. Make no mistake, these tax cuts did not go primarily to workers, but, instead, they went overwhelmingly to the top 1 percent. The year after the Trump tax cuts were implemented, public companies spent nearly $1 trillion in stock buybacks, rather than investing in research and development, increasing worker wages, or shoring up their bottom lines to make sure they could weather times of crisis. According to the Center on Budget and Policy Priorities, Trump's tax plan gave the top 400 highest income taxpayers an additional $15 million per year. Compare this to the $2.8 million the average college graduate will earn in their lifetime. This amendment absolutely and completely ignores the harm done to hardworking Americans and focuses on alleged harm to the large corporations. This amendment suggests our Nation's largest companies should not be paying their fair share, while American workers are forced to pay for Republicans' corporate handouts. Madam Speaker, I urge my colleagues to reject this amendment, and I reserve the balance of my time.

Ms. WATERS. Madam Speaker, I yield myself the balance of my time. Mr. Burgess' amendment is a gimmick intended to distract from the important goals of this package. It insinuates that corporations should not be paying their fair share, while hardworking taxpayers foot the bill. So I urge my colleagues to join me in rejecting Mr. Burgess' amendment. Madam Speaker, I yield back the balance of my time.

Ms. WATERS. Madam Speaker, I yield an additional 30 seconds to the gentleman from New York.

Ms. WATERS. Madam Speaker, I rise in support of the amendments en bloc, and I yield myself such time as I may consume. Madam Speaker, I rise in strong support of this en bloc package of Democratic amendments to H.R. 1187, the Corporate Governance Improvement and Investor Protection Act. These amendments include critical provisions offered by my colleagues, Representative Himes, Representative Axne, Representative Phillips, Representative Wexton, Representative Frankel, and Representative Meeks. These provisions strengthen H.R. 1187 by requiring public companies to disclose key information related to cybersecurity, corporate board diversity, human rights abuses, human capital management, and the ways companies are investing in and protecting their workforce. Investors, the true owners of public companies, need this information because of the significant effects they can have on the bottom lines and operations of the companies they are investing their hard-earned money in. Investors need this information to hold companies accountable. Madam Speaker, I urge my colleagues to support these important measures, and I reserve the balance of my time.

Ms. WATERS. Madam Speaker, I yield 1 minute to the gentlewoman from Iowa (Mrs. Axne).

Ms. WATERS. Madam Speaker, I yield 1 minute to the gentleman from New York (Mr. Meeks).

Ms. WATERS. Madam Speaker, I yield myself the balance of my time to close. I urge my colleagues to join me in standing up for our Nation's investors and workers to vote ``yes'' for these Democratic amendments. I do believe that Mr. Huizenga correctly described who they are working for. He just talked about how big these corporations are and how much they have to manage. Of course, prior to him, Mr. Burgess talked about, yes, the tax breaks that they receive, and they should receive more tax breaks. However, they are worried about these corporations and their ability to comply, despite the fact they have all of the accountants they need, they have all of the personnel they need, they have all of the management they need. They have everything that they need to be in compliance. We are simply saying it is time for them to disclose information that the investors have been asking and begging for. And, of course, they often refer to the retail investors. But the institutional investors must be included in this decision because they are the ones that are in control of the teachers and the firefighters and the workers on the front lines and all of that money that they are investing for them, and they have got to protect them. The way that you protect them is making sure that the investors understand how to make good decisions based on information. If the big corporations, with all that they have to be able to operate, do not give them this information, do not have this information, do not share this information, they are at a great disadvantage. And so I would simply ask my colleagues to understand whose side we are on. We are on the side of the retail investors and the institutional investors who are handling all of the money of our frontline workers who are investing for their retirement. I would ask for a ``yea'' vote on these en bloc amendments. Madam Speaker, I yield back the balance of my time.

Ms. WATERS. Madam Speaker, on that I demand the yeas and nays.

Ms. WATERS. Mr. Speaker, I claim time in opposition.

Ms. WATERS. Mr. Speaker, I strongly oppose the amendment offered by Mr. Hill. This amendment would gut the entirety of H.R. 1187. Bizarrely, this amendment offered by my colleague has an odd focus on climate change, suggesting that we need more study about the financial risk of climate change. Let me be very clear: climate change is real. We cannot alter the Earth's orbit or the Moon's orbit or click our heels three times and wish for climate change to magically disappear. In fact, the impacts of climate change are already apparent and are affecting global financial markets. Unfortunately, studies show that market prices currently fail to factor in the risks of climate change to the tune of trillions of dollars. Mr. Hill's amendment would also allow companies to continue to engage in legally risky tax-avoidance schemes to funnel limitless amounts of corporate dark money into politics and to enrich CEOs while worker wages remain stagnant. This is precisely the information that investors want to know about the companies that they own. I urge my colleagues to reject this amendment. I reserve the balance of my time.

Ms. WATERS. Mr. Speaker, I yield myself the balance of my time to close. Mr. Hill's amendment would completely gut H.R. 1187 and would prevent investors from accessing critical environmental, social, and governance information that they need to make the best investment decisions possible and hold the companies they own accountable. I urge my colleagues to vote ``no'' on Mr. Hill's amendment, and I yield back the balance of my time.

Ms. WATERS. Mr. Speaker, this amendment offered by Representative Schrier requires the SEC to work with the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate to study the issues smaller public companies may face in reporting ESG disclosures, and to make recommendations for the SEC to consider. Disclosures of ESG-related matters are critical to investors in markets, and it is imperative that public companies provide investors, the true owners of these companies, with this important information. However, it is just as important for us to ensure that public companies of all sizes are able to comply with these disclosure requirements. To address this, my colleague, Representative Schrier, has introduced an amendment that requires the SEC to work with the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate to study the issues that smaller public companies face in disclosing ESG matters, and to make recommendations for the SEC to tailor these disclosure requirements to assist smaller public companies. Ms. Schrier's amendment, along with Mr. Vargas' provision in H.R. 1187, will help smaller public companies by ensuring that the SEC is factoring in the unique issues that smaller public companies face while also creating clear, consistent regulatory standards that reduce regulatory uncertainty, all while providing investors and markets with this critical information.

Ms. WATERS. Mr. Speaker, I understand that my friend and colleague, Ms. Plaskett, has raised some concerns about the treatment of territories in this bill, and I want to assure her that the staff has done everything possible in the bill text to ensure that territories are included in this bill and not treated disparately. The language in this bill is consistent with regulations promulgated under the Obama administration regarding country-by-country tax reporting, which were carefully written to ensure territories were not excluded. I want to make clear that nothing in this bill should be intended to suggest that territories are tax havens. In fact, I have worked with my colleague, Mr. San Nicolas, on this bill text. We believe that the enhanced disclosures in this bill, which will include territories, should help encourage investment in the territories and hold corporations accountable for lack of investment in territories. I want to ensure Ms. Plaskett that I take her concerns seriously, and I intend to work with her to make sure that what she is identifying as perhaps incorrectly being defined as tax havens is an issue that I will deal with.

Ms. WATERS

Ms. WATERS. Madam Speaker, I rushed to the floor to be a part of absolutely indicating my support for this important legislation, the Juneteenth National Independence Day. I am so pleased that we take this step today to honor the day and the month that the information of the signing of the Emancipation Proclamation reached enslaved people in Texas. It took more than 2 years before the news reached them. Juneteenth is a State holiday in the State of Texas. It was authored by my friend, Al Edwards, who is since deceased. I wish he was alive today to witness this debate that is taking place on the floor of the Congress of the United States that will lead to the passage of the legislation that will make Juneteenth a national holiday. I was a little bit concerned when I heard some of the Members be opposed to the way that the bill is titled. They didn't like the word ``independence'' that is in there because these are patriots and they want to protect Independence Day and not have it mistaken in any way. But where were these patriots when the Capitol was being violated? Where were these patriots when the noose was hung, in plain view, for everybody to see, where slaves and people of color had lost their lives because they were hung, et cetera, et cetera? I want you to know that patriotism should be demonstrated all of the time. If you cannot demonstrate your patriotism when your Capitol is invaded, when the insurrection took place, then I question your patriotism.

Ms. WATERS

Ms. WATERS. I yield myself such time as I may consume. Madam Speaker, every day the men and women of the United States Capitol Police protect the U.S. Capitol. They protect us, they protect our staff, they protect journalists and other visitors who come into the people's House. In March of this year, the House passed H.R. 1085 to award three Congressional Gold Medals honoring the courage, patriotism, and commitment to service exemplified by the men and women of the Capitol Police, Metropolitan Police, and other law enforcement agencies who risked their lives and sustained injuries as they sought to protect those trapped in the Capitol on January 6, 2021. This bill builds upon H.R. 1085 to include minting of a fourth Congressional Gold Medal to be displayed by the Architect of the Capitol so that we may continue to honor those officers who sustained injuries in the line of duty and the sacrifices of heroes, including Capitol Police Officers Brian Sicknick and Howard Liebengood and Washington, D.C. Metropolitan Police Department Officer Jeffrey Smith. We also honor Capitol Police Officer Eugene Goodman; whose quick thinking and selfless action undoubtedly saved the lives of many. Additionally, this bill honors the memory of Capitol Police Officer William ``Billy'' Evans, who was killed while protecting the north barricade of the Capitol against a vehicular assault on April 2, 2021. It also honors the bravery displayed by Capitol Police Officer Kenneth Shaver, who was also injured in that assault. I thank Speaker Pelosi for introducing this bill this Congress and urge Members to vote ``yes.'' Madam Speaker, I reserve the balance of my time.

Ms. WATERS

Ms. WATERS. Madam Speaker, I move to suspend the rules and pass the bill (H.R. 3642) to award a Congressional gold medal to the 369th Infantry Regiment, commonly known as the ``Harlem Hellfighters'', in recognition of their bravery and outstanding service during World War I, as amended.

Ms. WATERS. Madam Speaker, I ask unanimous consent that all Members may have 5 legislative days within which to revise and extend their remarks on this legislation and to insert extraneous material thereon.

Ms. WATERS. Madam Speaker, I yield myself such time as I may consume. Madam Speaker, the soldiers of the 369th Infantry Regiment were known to both their enemies and allies alike for their fierceness in battle and dedication to their country. They were called the Black Rattlers, the Men of Bronze, and Hollenkampfer, but they were best known as the Harlem Hellfighters. The Harlem Hellfighters were one of the first African-American regiments to serve with the American Expeditionary Forces in World War I. Over the course of the war, the Harlem Hellfighters spent more time than any other American unit in the frontline trenches and suffered 1,500 casualties--the most losses of any American unit. In addition to facing the dangers of frontline trench warfare, the men of the Harlem Hellfighters endured racist, derogatory attacks from their White compatriots, many of whom refused to perform combat duty with African-American soldiers. This resulted in the Harlem Hellfighters being transferred to a French Army where, despite racist warnings from American Expeditionary Forces headquarters of the alleged inferior nature of African-American troops, the Harlem Hellfighters were treated as welcome reinforcements and equals. Despite the racism and derogatory attacks from their fellow countrymen, the Harlem Hellfighters were steadfast in their devotion to their country. Some members considered their service to be a way to prove they deserved respect from their White compatriots. Even German propaganda targeting the Harlem Hellfighters highlighting the racism of a segregated U.S. military failed to diminish their resolve. Yet, despite their considerable sacrifices and being awarded the Croix de Guerre by the French Army for their efforts, the Harlem Hellfighters continued to face considerable racism when they returned home after World War I. Their bravery and accomplishments were similarly ignored by the broader American public. But their legacy and memory has been kept alive in their hometown. The annual Harlem Hellfighters Parade in Harlem, New York, became a marker of African- American service to their Nation, and their service was frequently referenced as part of the civil rights campaign. This bill directs the U.S. Mint to strike a Congressional Gold Medal honoring the Harlem Hellfighters for their service during World War I. The gold medal will be displayed at the Smithsonian Institution so that others may learn of the patriotism and courage displayed by the men of the 369th Infantry Regiment. So, Madam Speaker, I thank Mr. Suozzi for introducing this bill. I urge Members to vote ``yes,'' and I reserve the balance of my time.